8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2020 (February 24, 2020)

AT HOME GROUP INC.

(Exact name of registrant as specified in charter)

Delaware	001-37849	45-3229563
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1600 East Plano Parkway Plano, Texas	75074
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 265-6227

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HOME	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2020, the Board of Directors (the “Board”) of At Home Group Inc. (the “Company”) approved an increase in the size of the Board by one director and appointed Mr. John Butcher, age 44, as a Class II director. Mr. Butcher has been appointed to serve as an independent member of the Board, and will serve on the Board’s Nominating and Corporate Governance Committee. With the addition of Mr. Butcher, the Board will consist of 11 members.

Mr. Butcher will hold office until the annual meeting of stockholders to be held in 2021 and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Mr. Butcher was not appointed to the Board pursuant to any arrangement or understanding with any other person. Mr. Butcher does not have any family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Butcher has an interest requiring disclosure under Item 404(a) of Regulation S-K.  The Board has determined that Mr. Butcher satisfies the definition of “independent director” under the rules and regulations of the New York Stock Exchange (the “NYSE”).

In connection with his appointment to the Board, Mr. Butcher will be compensated in accordance with the Company’s non-employee director compensation program.

Mr. Butcher has served as President and Chief Executive Officer of Caribou Coffee Company, Inc., a privately held specialty coffee and espresso retailer (“Caribou”), since January 2019. He joined Caribou in June 2017 as President and was promoted to Chief Executive Officer in January 2019. Prior to joining Caribou, Mr. Butcher amassed over 20 years of leadership and merchandising experience at Target Corporation, where he developed a passion for building brands. He most recently served as Senior Vice President of Target Corporation’s Beauty Division while concurrently running DermStore Beauty, Target Corporation’s only pure-play online company. Prior to that role, he served in roles of increasing responsibility in merchandising, merchandise planning, marketing and operations. He currently serves as a board member for the Minnesota Twins and has previously served as Board Chair for the Stages Theatre Company in Minnesota. Mr. Butcher is a graduate of Indiana University and has been a leader on the Dean’s Advisory Council of Indiana University’s Kelley School of Business.

The Company will enter into its standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.16 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 (File No. 333-206772) and is incorporated herein by reference, with Mr. Butcher.

In connection with Mr. Butcher’s appointment, Mr. Allen I. Questrom notified the Board of his intention not to stand for re-election to the Board at the Company’s annual meeting of stockholders to be held in 2020. Mr. Questrom intends to continue to serve on the Board until immediately prior to such annual meeting. Mr. Questrom’s decision not to stand for re-election to the Board is not the result of any disagreement with the Company.

Item 7.01. Regulation FD Disclosure.

On February 26, 2020, the Company issued a press release announcing the appointment of Mr. Butcher. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)               Exhibits:

Exhibit Number	Description
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Amendment No. 6 to the Registrant's Registration Statement on Form S-1 filed on July 25, 2016 (File No. 333-206772)).
99.1	Press Release dated February 26, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	AT HOME GROUP INC.
Date: February 26, 2020	By:	/s/ MARY JANE BROUSSARD
​	​	Name:	Mary Jane Broussard
​	​	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

 

At Home Appoints John Butcher to Board of Directors

Allen Questrom to Retire from Board Immediately Prior to the 2020 Annual Meeting

PLANO, Texas, February 26, 2020 -- At Home Group Inc. (NYSE: HOME), the home décor superstore, today announced the appointment of John Butcher to serve as an independent member of its board of directors, effective February 24, 2020. Mr. Butcher currently serves as President and Chief Executive Officer of Caribou Coffee Company, Inc.

Mr. Butcher has more than two decades of experience in the retail industry and a strong reputation of building brands and transforming in-store and online experiences for customers. He has deep merchandising expertise, including a background in design and sourcing. Mr. Butcher will serve as a member of the company’s Nominating and Corporate Governance Committee and will hold office until the annual meeting of stockholders to be held in 2021.

“John brings decades of in-depth retail expertise that will provide valuable perspective as we continue to elevate our merchandising efforts, deliver a dynamic self-help shopping experience for customers and drive long-term financial performance,” said Lee Bird, Chairman and Chief Executive Officer of At Home. “We are pleased to welcome John to our board of directors.”

Mr. Butcher is President and Chief Executive Officer of Caribou Coffee Company, Inc., a privately held specialty coffee and espresso retailer which offers a variety of premium and gourmet coffees, iced coffees and teas in more than 700 domestic and international locations. He joined Caribou Coffee Company, Inc. in June 2017 as President and was promoted to Chief Executive Officer in January 2019.

Prior to joining Caribou Coffee Company, Inc., Mr. Butcher amassed over 20 years of leadership and merchandising experience at Target Corporation where he developed a passion for building brands. He most recently served as Senior Vice President of Target Corporation’s Beauty Division while concurrently running DermStore Beauty, Target Corporation’s only pure-play online company. Mr. Butcher is a graduate of Indiana University and has been a leader on the Kelley School of Business Dean’s Advisory Council. He currently serves as a board member for the Minnesota Twins and has previously served as Board Chair for the Stages Theatre Company in Minnesota.

At Home also announced that Allen Questrom has decided not to seek reelection to the company’s board. Mr. Questrom will retire from his eight-year tenure on At Home’s board effective immediately prior to the 2020 annual meeting of stockholders.

Mr. Bird continued, “On behalf of the entire board, I also want to thank Allen for the countless contributions during his service. As our longest-standing independent board member, he has provided invaluable insight and guidance that has helped shape our business and positioned us well for the future.”

About At Home Group Inc.

At Home (NYSE: HOME), the home décor superstore, offers more than 50,000 on-trend home products to fit any budget or style, from furniture, mirrors, rugs, art and housewares to tabletop, patio and seasonal décor. At Home is headquartered in Plano, Texas, and currently operates 218 stores in 39 states.

Investor Relations:

At Home

Arvind Bhatia, CFA / Bethany Johns

972.265.1299 / 972.265.1326

InvestorRelations@AtHome.com

Edelman
Stacy Turnof
212.277.3797
HOME@Edelman.com

Media:
Edelman

Noelle Amos / Nicole Briguet

415.486.3231 / 212.704.8164

HOME@Edelman.com

HOME-F

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Cover	Feb. 24, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 24, 2020
Entity File Number	001-37849
Entity Registrant Name	AT HOME GROUP INC.
Entity Central Index Key	0001646228
Entity Tax Identification Number	45-3229563
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1600 East Plano Parkway
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75074
City Area Code	972
Local Phone Number	265-6227
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HOME
Security Exchange Name	NYSE
Entity Emerging Growth Company	false